Mr. Peter Hemstead reports

FIREWEED CLOSES PREVIOUSLY ANNOUNCED OFFERING FOR TOTAL PROCEEDS OF $43 MILLION

Fireweed Metals Corp. has closed the non-brokered private placement first announced June 6, 2024.

Highlights:

• $43-million total raised, a significant increase over the initial $30-million offering;
• The Lundin Family Trusts, through their company, Nemesia Sarl, subscribed for a total of five million shares and Larry Childress for a total 3,363,636 shares.

The offering

The offering consisted of three parts for gross proceeds of approximately $43-million as follows:

• 12,985,586 common shares of the company issued at a price of $1.10 per share;
• 909,090 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) issued at a price of $1.55 per share;
• 15,828,359 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) sold to charitable purchasers (CFT shares) issued at a price of $1.73 per share.

The FT shares and CFT shares are being issued by the company at a premium to the trading price of the shares, as is customary for such issuances, because subscribers of those shares receive a flow-through of the company's eligible exploration expenses which are then used by such subscribers as a personal tax attribute. CFT shares are generally issued at a higher premium relative to FT shares given subscribers benefit from an additional tax incentive.

The proceeds from the offering will be used for exploration and development of the company's projects in northern Canada, and, to the extent permissible, for general working capital purposes.

The gross proceeds from the issuance of FT shares and CFT shares will be used on the company's projects to incur Canadian exploration expenses, with the largest portion qualifying as flow-through critical mineral mining expenditures under the Income Tax Act (Canada). These expenses will be renounced by the company to the purchasers of FT shares and CFT shares with an effective date no later than Dec. 31, 2024, in an aggregate amount no less than the proceeds raised from the issue of FT shares and CFT shares.

Insiders of the company acquired an aggregate of 8,422,726 common shares in the offering, which participation constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders exceed 25 per cent of the company's market capitalization. As required by MI 61-101, the company advises that it expects to file a material change report relating to the offering less than 21 days from completion of the offering, which is generally considered reasonable in the circumstances.

All securities issued under the offering are subject to a statutory hold period until Oct. 22, 2024.

The company will pay aggregate finder's fees of $668,060 in connection with subscriptions from subscribers introduced to the offering by Ventum Financial Corp. and Haywood Securities Inc., in compliance within the policies of the TSX Venture Exchange and applicable securities legislation.

About Fireweed Metals Corp.

Fireweed Metals is an exploration company unlocking significant value in a new critical metals district located in Yukon, Canada. Fireweed is 100-per-cent owner of the Macpass district, a large and highly prospective 977-square-kilometre land package.

We seek Safe Harbor.